CoreCivic, Inc.

SEPTEMBER 30, 2026

ORGANIZATION AND OPERATIONS

CoreCivic, Inc. (together with its subsidiaries, the "Company" or "CoreCivic") is the nation's largest owner of partnership correctional, detention, and residential reentry facilities and one of the largest operators of such facilities in the United States ("U.S."). Through three segments, CoreCivic Residential, CoreCivic Services, and CoreCivic Properties, the Company provides a broad range of solutions to government partners that help build safer, healthier, and more productive communities, one person at a time. As of September 30, 2026, through its CoreCivic Residential segment, the Company operated 64 correctional, detention, and reentry facilities,56 of which the Company owned or controlled via a long-term lease, with a total design capacity of approximately 72,000 beds. Throughits CoreCivic Services segment, the Company provided mail order pharmacy services to over 600 correctional facilities, including correctional facilities owned or operated by CoreCivic, across 32 states, as well as transportation and electronic monitoring and case management services. In addition, through its CoreCivic Properties segment, the Company owned five properties held for lease to government agencies, with a total design capacity of approximately 8,000 beds.

In addition to providing fundamental residential services, CoreCivic's correctional, detention, and reentry facilities offer a variety of rehabilitation and educational programs, including basic education, faith-based services, life skills and employment training, and substance abuse treatment. These services are intended to help reduce recidivism and to prepare individuals in the Company's care for their successful reentry into society upon their release. CoreCivic also provides or makes available to individuals in its care certain health care services (including medical, dental, and mental health services), food services, and work and recreational programs.

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited interim consolidated financial statements have been prepared by the Company and, in the opinion of management, reflect all normal recurring adjustments necessary for a fair presentation of results for the unaudited interim periods presented. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles ("GAAP") have been condensed or omitted. The results of operations for the interim period are not necessarily indicative of the results to be obtained for the full fiscal year. Reference is made to the audited financial statements of CoreCivic included in its Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission (the "SEC") on February 20, 2026 (the "2025 Form 10-K") with respect to certain significant accounting and financial reporting policies as well as other pertinent information of the Company.

Recent Accounting Pronouncements

In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2024-03, "Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses" ("ASU 2024-03"). This ASU requires an entity to disclose the amounts of purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each relevant expense caption. It also requires an entity to include certain amounts that are already required to be disclosed under current GAAP in the same disclosure. Additionally, it requires an entity to disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, and to disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. This ASU is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, with early adoption permitted. An entity may apply the disclosure requirements prospectively for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements. While this ASU will impact only the Company's disclosures and not its financial condition and results of operations, the Company is currently evaluating the effects of ASU 2024-03 upon adoption on its financial statements.

In September 2025, the FASB issued ASU No. 2025-06, "Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software" ("ASU 2025-06") that clarifies and modernizes the accounting and disclosure requirements for costs related to internal-use software outlined in Accounting Standards Codification ("ASC") 350-40, "Intangibles – Goodwill and Other – Internal-Use Software". Among other amendments, ASU 2025-06 removes all references to project stages throughout ASC 350-40 and clarifies the threshold entities apply to begin capitalizing costs. ASU 2025-06 is effective for all entities for fiscal years beginning after December 15, 2027 and may be applied using a prospective, retrospective or modified transition approach. The Company is currently evaluating when it will adopt ASU 2025-06 and does not expect the adoption to have a material effect on the Company's results of operations or financial position.

In December 2025, the FASB issued ASU No. 2025-12, "Codification Improvements" ("ASU 2025-12") that facilitates ASC updates for a broad range of topics arising from technical corrections, unintended application of ASCs, clarifications, and other minor improvements. Thirty-three issues are addressed in ASU 2025-12, and the amendments are effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued. An entity may elect to early adopt the amendments on an issue-by-issue basis and apply the amendments using, except for Issue 4, either a prospective or retroactive transition method. An entity may elect the transition method on an issue-by-issue basis.

The Company early-adopted Issue 10 of ASU 2025-12, "Clarify Methods to Account for Treasury Stock Retirement" ("Issue 10") in the third quarter of 2026 using the retroactive transition method. Issue 10 clarifies guidance related to treasury stock retirement to explicitly permit, when treasury shares are retired or repurchased for constructive retirement, the excess of the repurchase price over par or stated value to be accounted for entirely as a deduction from additional paid-in capital ("APIC") as long as APIC does not become negative. The retroactive and early adoption of Issue 10 did not have any effect on the Company's results of operations or financial position. Further, the Company does not expect the adoption of the remaining issues in ASU 2025-12 to have a material effect on the Company's results of operations or financial position, once adopted.

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants and the SEC applicable to financial statements beginning January 1, 2026 or later did not, or are not expected to, have a material effect on the Company's results of operations or financial position.

Cash, Cash Equivalents and Restricted Cash

Restricted cash at September 30, 2026 and December 31, 2025 included deposit accounts that are restricted in use totaling $14.4 million and $14.5 million, respectively, and related primarily to the Lansing Correctional Facility to ensure the timely payment of certain operating expenses, capital expenditures and debt service, as further discussed in Note 5. The restricted cash accounts are required under the terms of the indebtedness securing such property. Restricted cash also includes inmate trust funds used for commissary transactions pursuant to customer contracts. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported on the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows (in thousands).

Interest Expense, Net

Interest expense, net consists of the following (in thousands):

Fair Value of Financial Instruments

Tomeet the reporting requirements of ASC 825, "Financial Instruments", regarding fair value of financial instruments, CoreCivic calculates the estimated fair value of financial instruments using market interest rates, quoted market prices of similar instruments, or discounted cash flow techniques with observable Level 1 inputs for publicly traded debt and Level 2 inputs for all other financial instruments, as defined in ASC 820, "Fair Value Measurement". At September 30, 2026 and December 31, 2025, there were no material differences between the carrying amounts and the estimated fair values of CoreCivic's financial instruments, other than as follows (in thousands):

Intangible Assets

CoreCivic's intangible assets primarily consist of trade name and contract-related assets. As part of the acquisition of Clinical Solutions Pharmacy ("CSP"), as further discussed in Note 4, the Company acquired certain intangible assets that were recorded at their fair value. In estimating the useful life of acquired assets, the Company reviewed the expected use of the assets acquired, factors that may limit the useful life of an acquired asset or may enable the extension of the useful life of an acquired asset without substantial cost, the effects of obsolescence, demand, competition and other economic factors, and the level of maintenance expenditures required to obtain the expected future cash flows from the asset.

Intangible assets with finite lives are amortized using the straight-line method over their respective useful lives, which varies for each type of intangible asset, unless another amortization method is deemed to be more appropriate. Amortization expense is reported as depreciation and amortization in the Company's consolidated statements of operations for the respective periods. The Company reviews all finite life intangible assets for impairment when circumstances indicate that their carrying amounts may not be recoverable. If the carrying value of an asset group is not recoverable, the Company recognizes an impairment loss in the Company's consolidated statements of incomefor the excess of the carrying value over the fair value.

REAL ESTATE AND OTHER TRANSACTIONS

Dispositions and assets held for sale

On July 2, 2026, the Company completed the sales of the California City Detention Facility in California City, California (the "California City Facility") and the Otay Mesa Detention Center in San Diego, California (the "Otay Mesa Facility") to the United States of America and its assigns, by and through the Department of Homeland Security ("DHS") for an aggregate gross sales price of $732.6 million for the California City Facility and $739.2 million for the Otay Mesa Facility. Further, on August 4, 2026, the Company completed the sales of the Appleton Detention Facility in Appleton, Minnesota (the "Appleton Facility"), formerly known as the Prairie Correctional Facility, and the Midwest Regional Reception Center in Leavenworth, Kansas (the "Midwest Facility") to the United States of America and its assigns, by and through DHS for an aggregate gross sales price of $495.6 million for the Appleton Facility and $238.4 million for the Midwest Facility. After federal and state income taxes of approximately $0.5 billion and transaction expenses, the net proceeds from the four asset sales were approximately $1.6 billion, resulting in an aggregate gain on sales of $1,770.7 million after transaction costs. The Company continues to manage the four facilities under the preexisting management contracts with U.S. Immigration and Customs Enforcement ("ICE") related to each facility and the facilities continue to be reported in the Company's CoreCivic Residential segment.

During the third quarter of 2025, the Company and Boulder County, Colorado entered into a short-term extension through January 2026 of the contract at the Company's Longmont Community Treatment Center in Longmont, Colorado, a reentry facility in the Company's Residential segment. Upon expiration of the contract, Boulder County transferred the residential population to a new sentencing facility it constructed. The Company has engaged a broker and is committed to a process to sell the Longmont facility, which continues to qualify as held for sale and remains subject to impairment assessment in each subsequent reporting period before sale. An impairment charge of $1.5 million was recognized during the third quarter of 2025 to reduce the net book value of the facility to its estimated fair value, less cost to sell based on a comparable market analysis. The Longmont Facility was classified as held for sale as of September 30, 2026 and December 31, 2025.

During the full year 2025, CoreCivic completed the sales of a reentry facility and an idled non-core facility in Live Oak, California, both of which were reported in its CoreCivic Residential segment. The sales of these two assets generated aggregate net sales proceeds of $4.9 million, resulting in an aggregate gain on sale of $1.0 million after transaction costs.

Idle Facilities

As of September 30, 2026, CoreCivic had four idle correctional facilities that are operated with a core staffing complement to remain currently available and are being actively marketed as solutions to meet the correctional or detention needs of potential customers. The following table summarizes each of the idled facilities and their respective design capacities and net carrying values, excluding equipment and other assets that could generally be transferred and used at other CoreCivic facilities without significant cost (dollars in thousands):

CoreCivic incurred aggregate operating expenses at these idled facilities, as well as the idled Longmont facility (which is held for sale), of approximately$1.8 million during each period they were idle during the three months ended September 30, 2026 and 2025, and$4.9 million and$5.3 million during the period they were idle during the nine months ended September 30, 2026 and 2025, respectively.

CoreCivic evaluates, on a quarterly basis, market developments for the potential utilization of each of its idle facilities in order to identify events that may cause CoreCivic to reconsider its assumptions with respect to the recoverability of book values as compared to undiscounted cash flows. CoreCivic considers the cancellation of a contract in its CoreCivic Residential segment or an expiration and non-renewal of a lease agreement in its CoreCivic Properties segment as indicators of impairment and tests each of the idled facilities for impairment when it is notified by the respective customers or tenants that they will no longer be utilizing such facility.

On August 3, 2026, the Company was awarded a new contract with ICE to utilize the Company's 1,600-bed Appleton Facility located in Appleton, Minnesota, a facility that had been idle since 2010. As discussed above, on August 4, 2026, the Company completed the sale of the Appleton Facility to the United States of America and its assigns, by and through DHS.

BUSINESS COMBINATIONS

On July 1, 2025, the acquisition date, CoreCivic acquired the Farmville Detention Center, a 736-bed facility located in Farmville, Virginia. The Farmville Detention Center provides transportation, care, and civil detention services for adult male non-citizens through an intergovernmental service agreement ("IGSA") with ICE, which expires in March 2029. The acquisition of the Farmville Detention Center was consummated through the acquisition of 100% of the membership interests in entities that owned and operated the facility. The aggregate purchase price was $71.3 million, including the acquisition of working capital accounts, but excluding transaction-related expenses. The results of operations for this business combination have been included in the Company's consolidated financial statements from the date of the acquisition and are reported in the CoreCivic Residential segment.

During the first quarter of 2026, the Company completed the accounting for the Farmville acquisition, including the final settlement of working capital balances, resulting in an adjustment of approximately $0.1 million to certain working capital accounts. No other change in the values ascribed to tangible or intangible assets and liabilities was necessary.

On April 1, 2026, the acquisition date, the Company acquired CSP, one of the largest providers of mail order pharmacy services to correctional facilities in the United States, serving over 600 correctional facilities, including correctional facilities owned or operated by CoreCivic, across 32 states. The acquisition was consummated through the acquisition of 100% of the ownership interests of CS Solutions Intermediate Holdings, LLC. The estimated purchase price of $199.6 million includes an estimated earn-out liability and the acquisition of working capital accounts, but excludes $4.2 million of transaction-related expenses incurred through September 30, 2026. The initial purchase price of $148.0 million, excluding the earn-out, was funded with cash on hand and borrowings under the Company's revolving credit facility. The earn-out, which is based on specified financial targets of CSP in 2026 with a maximum payout of $64.4 million, was estimated at a fair value of $51.6 million on the acquisition date and $29.5 million at September 30, 2026, which will continue to be remeasured each reporting period until settled (with the payment, if any, to be made in cash), expected in the first half of 2027. A gain on contingent consideration, amounting to $22.1 million and recognized in the third quarter of 2026, resulted from a decrease in the estimated fair value of the earn-out, which was valued using Level 3 inputs. The earn-out is classified as a liability and is included in accounts payable and accrued expenses on the accompanying consolidated balance sheet as of September 30, 2026.

In allocating the purchase price for the CSP transaction, CoreCivic recorded the following at estimated fair value as of the acquisition date (in thousands):

The amounts reflected in the table above include measurement period adjustments amounting to a decrease of $4.9 million in property and equipment, an increase of $1.0 million in contract-related intangible assets, a decrease of $3.1 million in other intangible assets, and an increase of $6.8 million in goodwill. Theaccounting of the purchase price for the CSP acquisition is provisional and subject to further adjustment as additional information becomes available and further analyses are completed, including the determination of the contingent consideration and the final settlement of working capital accounts.

The Company determined the fair value of the property and equipment using the cost and market approaches. The contract-related intangible asset was valued based on the present value of the incremental after-tax cash flows attributable to in-place contracts with a weighted average amortization period of 20 years, taking into consideration the probability of renewals. Other intangible assets, with an indefinite life, were valued based on the present value of incremental after-tax cash flows attributable to the use of trademarks and trade names. The fair values of these intangible assets were based on a valuation method prepared using Level 3 inputs and assumptions in accordance with ASC 820 and the amounts, net of accumulated amortization, totaled $92.5 million and are included in other assets on the accompanying consolidated balance sheet as of September 30, 2026. Several factors gave rise to the goodwill recorded in the acquisition of CSP, such as the expected benefit from acquiring a business with an assembled workforce, which expands the complementary detention service offerings the Company provides. The results of operations for this business combination have been included in the Company's consolidated financial statements from the date of the acquisition on April 1, 2026, and are reported in the CoreCivic Services segment.

DEBT

Debt outstanding as of September 30, 2026 and December 31, 2025 consisted of the following (in thousands):

Bank Credit Facility. On October 11, 2023, CoreCivic entered into a Fourth Amended and Restated Credit Agreement (referred to herein as the "Bank Credit Facility") in an aggregate principal amount of $400.0 million, consisting of a $125.0 million term loan (the "Initial Term Loan") and a revolving credit facility with a borrowing capacity of $275.0 million (the "Revolving Credit Facility"). The Bank Credit Facility has a maturity of October 2028. On December 1, 2025, the Company amended its Bank Credit Facility to, among other things, increase the size of the accordion feature that provides for uncommitted incremental extensions of credit from the greater of $200.0 million or 50% of Consolidated EBITDA for the period of four fiscal quarters most recently ended to the greater of $300.0 million or 50% of Consolidated EBITDA for the period of four fiscal quarters most recently ended, and to exercise the accordion feature by expanding the capacity under its Revolving Credit Facility from $275.0 million to $575.0 million. At CoreCivic's option, interest on outstanding borrowings under the Bank Credit Facility is based on either a base rate plus a margin ranging from 1.75% to 3.5% based upon the Company’s then-current total leverage ratio, or at Term SOFR (as defined in the Bank Credit Facility), which is a forward-looking term rate based on the Secured Overnight Financing Rate ("SOFR") plus a margin ranging from 2.75% to 4.5% based on the Company’s then-current total leverage ratio. The Revolving Credit Facility includes a $25.0 million sublimit for swing line loans that enables CoreCivic to borrow at the base rate plus the applicable margin from the Administrative Agent (as defined in the Bank Credit Facility) on same-day notice.

On April 10, 2026, the Company further amended its Bank Credit Facility to, among other things, obtain an incremental term loan in the amount of $100.0 million (the "Incremental Term Loan") from existing lenders under the Bank Credit Facility. The Company used the net proceeds from the Incremental Term Loan to pay down a portion of the amounts outstanding under the Revolving Credit Facility and for working capital and general corporate purposes. The Incremental Term Loan was scheduled to mature on April 9, 2027, and bore interest at an applicable margin that was 0.25% in excess of the applicable margin in effect for the Initial Term Loan and Revolving Credit Facility. The Incremental Term Loan was prepayable without penalty. The Company repaid the Incremental Term Loan in full in July 2026 using a portion of the net proceeds from the sale of assets, as further described in Note 3.

Basedon the Company's total leverage ratio, as of June 30, 2026, interest on loans under the Bank Credit Facility during the third quarter of 2026 was at a base rate plus a margin of 2.00% or at the Term SOFR plus a margin of 3.00%, and a commitment fee equal to 0.40% of the unfunded balance of the Revolving Credit Facility. As a result of net proceeds received from the sales of four detention facilities during the third quarter of 2026, as further described in Note 3, and the corresponding reduction to the Company's total leverage ratio as of September 30, 2026, during the fourth quarter of 2026 the Company expects interest on loans under the Bank Credit Facility to decrease to a base rate plus a margin of 1.75%, or a Term SOFR plus a margin of 2.75%, and the commitment fee to decrease to 0.35% of the unfunded balance of the Revolving Credit Facility. The Revolving Credit Facility also has a $100.0 million sublimit for the issuance of standby letters of credit. Using a portion of the net proceeds from the sales, the Company repaid the then $270.0 million outstanding balance on the Revolving Credit Facility in July 2026. The amount can be reborrowed at any time. As of September 30, 2026, CoreCivic had no borrowings outstanding under the Revolving Credit Facility. As of September 30, 2026, CoreCivic had$23.5 million in letters of credit outstanding resulting in$551.5 million available under the Revolving Credit Facility. The Initial Term Loan required scheduled quarterly principal payments through October 2028 and was pre-payable without penalty. The outstanding principal balance of the Initial Term Loan, amounting to $107.8 million, was also repaid on August 31, 2026 using a portion of the net proceeds from the sale of assets, as further described in Note 3.

The Bank Credit Facility requires CoreCivic to meet certain financial covenants, including, without limitation, a total leverage ratio of not more than 4.50 to 1.00, a secured leverage ratio of not more than 2.50 to 1.00, and a fixed charge coverage ratio of not less than 1.75 to 1.00. As of September 30, 2026, CoreCivic was in compliance with all such covenants. The Bank Credit Facility is secured by a pledge of all of the capital stock (or other ownership interests) of CoreCivic's domestic restricted subsidiaries,65% of the capital stock (or other ownership interests) of CoreCivic's "first-tier" foreign subsidiaries, all of the accounts receivable of the Company and its domestic restricted subsidiaries, and substantially all of the deposit accounts of the Company and its domestic restricted subsidiaries. In the event that (a) the consolidated total leverage ratio equals or exceeds 4.25 to 1.00 or (b) the Company incurs certain debt above a specified threshold, each known as a "springing lien" event, certain intangible assets and unencumbered real estate assets that meet a 50% loan-to-value requirement are required to be added as collateral. In addition, the Bank Credit Facility contains certain covenants that, among other things, limit the incurrence of additional indebtedness, payment of dividends and other customary restricted payments, permitted investments, transactions with affiliates, asset sales, mergers and consolidations, liquidations, prepayments and modifications of other indebtedness, liens and other encumbrances and other matters customarily restricted in such agreements, and in each case subject to customary carve-outs. The Bank Credit Facility is subject to cross-default provisions with respect to the terms of certain of CoreCivic's other material indebtedness and is subject to acceleration upon the occurrence of a change of control.

Senior Notes. Interest on the aggregate principal amount of CoreCivic's 8.25% senior unsecured notes issued in March 2024 with a principal amount of $500.0 million (the "8.25% Senior Notes") accrues at the stated rate and is payable in April and October of each year. The 8.25% Senior Notes are scheduled to mature on April 15, 2029. The 8.25% Senior Notes are senior unsecured obligations of the Company and are guaranteed by all of the Company's existing and future subsidiaries that guarantee the Bank Credit Facility.

At any time prior to April 15, 2026, the Company could have redeemed the 8.25% Senior Notes in whole or in part, at a "make-whole" redemption price, plus accrued and unpaid interest thereon to, but not including, the redemption date. Thereafter, the 8.25% Senior Notes are redeemable at CoreCivic's option, in whole or in part, at a redemption price expressed as a percentage of the principal amount thereof, which percentage is currently 104.125%, and will be 102.063% beginning on April 15, 2027, and 100% beginning on April 15, 2028, plus, in each such case, accrued and unpaid interest thereon to, but not including, the redemption date.

Theindentures governing the 8.25% Senior Notes contain certain customary covenants that, subject to certain exceptions and qualifications, restrict CoreCivic's ability to, among other things, create or permit to exist certain liens and consolidate, merge or transfer all or substantially all of CoreCivic's assets. In addition, if CoreCivic experiences specific kinds of changes in control, CoreCivic must offer to repurchase all or any portion of the Senior Notes. The offer price for the 8.25% Senior Notes in connection with a change in control would be 101% of the aggregate principal amount of the notes repurchased plus accrued and unpaid interest, if any, on the notes repurchased to the date of purchase. The indenture related to the 8.25% Senior Notes additionally limits CoreCivic's ability to incur indebtedness, make restricted payments and investments and prepay certain indebtedness. The 8.25% Senior Notes are also subject to cross-default provisions with certain of CoreCivic's other indebtedness, which includes the Bank Credit Facility.

Interest on the aggregate principal amount of CoreCivic's 4.75% senior unsecured notes issued in October 2017 with an original principal amount of $250.0 million (the "4.75% Senior Notes") accrued at the stated rate and was payable in April and October of each year. The 4.75% Senior Notes were scheduled to mature on October 15, 2027. During 2024 and 2023, the Company purchased $11.5 million principal amount of the 4.75% Senior Notes through open market purchases, reducing the outstanding principal balance of the 4.75% Senior Notes to $238.5 million. The Company was permitted to redeem all or part of the 4.75% Senior Notes at any time prior to three months before their maturity date at a "make-whole" redemption price, plus accrued and unpaid interest thereon to, but not including, the redemption date. On July 13, 2026, the Company delivered an irrevocable notice to the holders of the 4.75% Senior Notes that it had elected to redeem in full the 4.75% Senior Notes that remained outstanding on August 12, 2026. Using a portion of the net proceeds from the sale of assets, as further described in Note 3, the principal amount of the outstanding 4.75% Senior Notes, which amounted to $238.5 million, was redeemed on August 12, 2026, ata redemption price, including the applicable make-whole premium, equal to $1,002.26 per $1,000.00 of the principal amount of the then outstanding 4.75% Senior Notes, or approximately $239.0 million, plus accrued and unpaid interest on such 4.75% Senior Notes to, but not including, August 12, 2026.

During the three and nine months ended September 30, 2026, the Company recorded charges totaling $4.0 million associated with the redemption of the 4.75% Senior Notes, and as mentioned above, the repayments of the Initial Term Loan and the Incremental Term Loan, all in the third quarter of 2026.

Lansing Correctional Facility Non-Recourse Mortgage Note. On April 20, 2018, CoreCivic of Kansas, LLC (the "Issuer"), a wholly-owned unrestricted subsidiary of the Company, priced $159.5 million in aggregate principal amount of non-recourse senior secured notes of the Issuer (the "Kansas Notes"), in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. The Kansas Notes have a yield to maturity of 4.43% and are scheduled to mature in January 2040,20 years following completion of the project, which occurred in January 2020. Principal and interest on the Kansas Notes are payable in quarterly payments, which began in July 2020 and continue until maturity. CoreCivic may redeem all or part of the Kansas Notes at any time upon written notice of not less than 30 days and not more than 60 days prior to the date fixed for such prepayment, with a "make-whole" amount, together with interest on the Kansas Notes accrued to, but not including, the redemption date. Because the Issuer has been designated as an unrestricted subsidiary of the Company under terms of the Bank Credit Facility, the issuance and service of the Kansas Notes, and the revenues and expenses associated with the facility lease, do not impact the financial covenants associated with the Bank Credit Facility. As of September 30, 2026, the outstanding balance of the Kansas Notes was$129.6 million.

Debt Maturities. Scheduled principal payments as of September 30, 2026 for the remainder of 2026, the next five years, and thereafter were as follows (in thousands):

STOCKHOLDERS' EQUITY

Share Repurchase Program

On May 12, 2022, the Board of Directors ("BOD") approved a share repurchase program to repurchase up to $150.0 million of the Company's outstanding common stock, par value $0.01 per share (the "Common Stock"). This original authorization, along with the dates and amounts of subsequent increases to the authorization by the BOD to the share repurchase program, are as follows (in thousands):

Repurchases of the Common Stock have been and will be made in accordance with applicable securities laws and may be made at the Company's discretion based on parameters set by the BOD from time to time in the open market, through privately negotiated transactions, accelerated share repurchases or otherwise, subject to restricted payment limitations in our debt agreements. The share repurchase program has no time limit and, other than the accelerated share repurchase agreement ("ASR Agreement") as further described hereinafter, does not obligate the Company to purchase any particular amount of its Common Stock. The authorization for the share repurchase program may be terminated, suspended, increased or decreased by the BOD in its discretion at any time.

On August 10, 2026, the Company announced that it had entered into an ASR Agreement with a financial institution ("Dealer") to repurchase an aggregate of $500.0 million of Common Stock as part of its share repurchase program. Following the entry into the ASR Agreement and using a portion of the net proceeds from the sale of assets, as further described in Note 3, CoreCivic made a payment of $500.0 million to the Dealer and received 12.4 million shares of Common Stock from the Dealer, representing 80% of the $500.0 million divided by the August 7, 2026 closing trading price of the Common Stock of $32.27 per share. The final number of shares the Company will repurchase and the average price per share of such repurchases will be determined on the completion of the transactions contemplated by the ASR Agreement and will be based on the average of the daily volume-weighted average price of the Common Stock during the term of the ASR Agreement, less a discount and subject to adjustment pursuant to the ASR Agreement. The final settlement of the transactions is expected to occur prior to the end of the second quarter of 2027. At settlement, under certain circumstances, the Dealer may be required to deliver additional shares of Common Stock to the Company, or under certain circumstances, the Company may be required to deliver shares of Common Stock or to make a cash payment, at its election, to the Dealer. See Note 8 for the anti-dilutive effect of the unsettled forward contract component of the ASR Agreement on the Company's earnings per share.

On November 3, 2026, the BOD authorized an increase to its existing share repurchase program pursuant to which the Company may purchase up to an additional $500.0 million of Common Stock. As a result of the increase, the aggregate authorization under the repurchase program increased from $1.2 billion of Common Stock to $1.7 billion of Common Stock. Including the additional authorization, the Company has $755.8 million of repurchase authorization available under the share repurchase program, before any additional repurchase settlements occur under the ASR Agreement, and exclusive of commissions, expenses and any excise taxes.

Prior to entering into the ASR Agreement, the Company had repurchased a total of 28.1 million shares of Common Stock under the share repurchase program at an aggregate cost of approximately $444.2 million, or $15.82 per share, excluding costs associated with the share repurchase program, including 2.3 million shares of Common Stock at a total cost of $44.7 million, or $19.08 per share, during the first six months of 2026.

Restricted Stock Units

During the nine months ended September 30, 2026, CoreCivic issued approximately 1.3 million restricted common stock units ("RSUs") to certain of its employees and non-employee directors, with an aggregate value of $25.6 million, including 1.2 million RSUs to employees and non-employee directors whose compensation is charged to general and administrative expense and 0.1 million RSUs to employees whose compensation is charged to operating expense. During the full year 2025, CoreCivic issued approximately 1.2 million RSUs to certain of its employees and non-employee directors, with an aggregate value of $23.9 million, including 1.1 million RSUs to employees and non-employee directors whose compensation is charged to general and administrative expense and 0.1 million RSUs to employees whose compensation is charged to operating expense.

CoreCivichas established performance-based vesting conditions on a portion of the RSUs awarded to its officers and executive officers that, unless earlier vested under the terms of the agreements, are subject to vesting over athree-year period based upon the satisfaction of certain annual performance criteria. The RSUs awarded to officers and executive officers in 2024, 2025 and 2026 consist of a combination of awards with performance-based conditions and time-based conditions. Unless earlier vested under the terms of the RSU agreements, the RSUs with time-based vesting conditions vest in equal amounts over three years on the later of (i) the anniversary date of the grant or (ii) the delivery of the audited financial statements by the Company's independent registered public accountant for the applicable fiscal year. The RSUs with performance-based vesting conditions are divided into one-third increments, each of which is subject to vesting based upon satisfaction of certain annual performance criteria established at the beginning of the fiscal years ending December 31, 2024, 2025, and 2026 for the 2024 awards, December 31, 2025, 2026, and 2027 for the 2025 awards, and December 31, 2026, 2027, and 2028 for the 2026 awards, and which can be increased up to 150% or decreased to 0% based on performance relative to the annual performance criteria, and further increased or decreased using a modifier of 80% to 120% based on CoreCivic's total shareholder return relative to a peer group. Because the performance criteria for the fiscal years ending December 31, 2027 and 2028 have not yet been established, the values of the third RSU increment of the 2025 awards and of the second and third increments of the 2026 awards for financial reporting purposes will not be determined until such criteria are established. Time-based RSUs issued to other employees, unless earlier vested under the terms of the agreements, generally vest in equal amounts over three years on the later of (i) the anniversary date of the grant or (ii) the delivery of the audited financial statements by the Company's independent registered public accountant for the applicable fiscal year. RSUs issued to non-employee directors generally vestone year from the date of award. As of September 30, 2026, approximately 2.2 million RSUs remained outstanding and subject to vesting.

During the three months ended September 30, 2026, CoreCivic expensed $9.3 million, net of forfeitures, of which $1.9 million is accelerated vesting of RSUs associated with an executive leadership transition, relating to RSUs ($0.4 million of which was recorded in operating expenses and $8.9 million of which was recorded in general and administrative expenses). During the three months ended September 30, 2025, CoreCivic expensed $7.1 million, net of forfeitures, relating to RSUs ($0.3 million of which was recorded in operating expenses and $6.8 million of which was recorded in general and administrative expenses).

During the nine months ended September 30, 2026, CoreCivic expensed $21.8 million, net of forfeitures, relating to RSUs ($1.1 million of which was recorded in operating expenses and $20.7 million of which was recorded in general and administrative expenses). During the nine months ended September 30, 2025, CoreCivic expensed $21.0 million, net of forfeitures, relating to RSUs ($0.9 million of which was recorded in operating expenses and $20.1 million of which was recorded in general and administrative expenses).

EARNINGS PER SHARE

Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. For CoreCivic, diluted earnings per share is computed by dividing net income by the weighted average number of common shares after considering the additional dilution related to restricted stock-based awards.

A reconciliation of the numerator and denominator of the basic earnings per share computation to the numerator and denominator of the diluted earnings per share computation is as follows (in thousands, except per share data):

The weighted average number of shares outstanding used in the computation of diluted earnings per share does not include the effect of the unsettled forward contract component of the ASR Agreement described in Note 6 of 2.8 million shares as of September 30, 2026 because the effect was anti-dilutive.

COMMITMENTS AND CONTINGENCIES

Legal Proceedings

The nature of CoreCivic's business results in claims and litigation alleging that it is liable for damages arising from the conduct of its employees, individuals in its care, or others. The nature of such claims includes, but is not limited to, claims arising from the misconduct of an employee or individual in the Company's care, medical malpractice, employment matters, property loss, contractual claims, including claims regarding compliance with contract performance requirements, and personal injury or other damages resulting from contact with CoreCivic's facilities, personnel or individuals in the Company's care, including damages arising from the escape of an individual in CoreCivic's care or from a disturbance at a facility. CoreCivic maintains insurance to cover many of these claims, which may mitigate the risk that any single claim would have a material effect on CoreCivic's consolidated financial position, results of operations, or cash flows, provided the claim is one for which coverage is available. The combination of self-insured retentions and deductible amounts means that, in the aggregate, CoreCivic is subject to self-insurance risk.

Based upon management's review of the potential claims and outstanding litigation, and based upon management's experience and history of estimating losses, and taking into consideration CoreCivic's self-insured retention amounts, management believes a loss in excess of amounts already recognized would not be material to CoreCivic's consolidated financial statements. Adversarial proceedings and litigation are, however, subject to inherent uncertainties, and unfavorable decisions and rulings resulting from legal proceedings could occur which could have a material impact on CoreCivic's consolidated financial position, results of operations, or cash flows for the period in which such decisions or rulings occur, or future periods. Expenses associated with legal proceedings may also fluctuate from quarter to quarter based on changes in CoreCivic's assumptions, new developments, or by the effectiveness of CoreCivic's litigation and settlement strategies.

CoreCivic records a liability in the consolidated financial statements for loss contingencies when a loss is known or considered probable, and the amount can be reasonably estimated. If the reasonable estimate of a known or probable loss is a range, and no amount within the range is a better estimate than any other, the minimum amount of the range is accrued. If a loss is reasonably possible but not known or probable, and can be reasonably estimated, the estimated loss or range of loss is disclosed. When determining the estimated loss or range of loss, significant judgment is required to estimate the amount and timing of a loss to be recorded. Any receivable for insurance recoveries is recorded separately from the corresponding litigation reserve, and only if recovery is determined to be probable and the amount of payment can be determined. CoreCivic does not accrue for anticipated legal fees and costs and expenses those items as incurred.

ICE Detainee Labor and Related Matters. On May 31, 2017, two former ICE detainees, who were detained at the Company's Otay Mesa Detention Center ("OMDC") in San Diego, California, filed a class action lawsuit against the Company in the United States District Court for the Southern District of California. The complaint alleged that the Company forces detainees to perform labor under threat of punishment in violation of state and federal anti-trafficking laws and that OMDC's Voluntary Work Program ("VWP") violates state labor laws including state minimum wage laws. ICE requires that CoreCivic offer and operate the VWP in conformance with ICE standards and ICE prescribes the minimum rate of pay for VWP participants. The Plaintiffs seek compensatory damages, exemplary damages, restitution, penalties, and interest as well as declaratory and injunctive relief on behalf of former and current detainees. On April 1, 2020, the district court certified a nationwide anti-trafficking claims class of former and current detainees who participated in an ICE VWP at a CoreCivic facility. It also certified a state law class of former and current detainees who participated in a VWP wherever the Company held ICE detainees in California. The Company has exhausted appeals of the class certification order. On May 6, 2024, the district court stayed the filing of dispositive motions on state law claims under California law pending the outcome of a related case being prosecuted by another private prison company. That case is currently the subject of a pending petition for review before the U.S. Supreme Court. The claims resulting in certified classes are proceeding in all other respects in the United States District Court for the Southern District of California, where the discovery process has commenced. A second California lawsuit concerning the VWP at OMDC has been stayed pending the outcome of class proceedings in the first California case described above.

Due to the stage of the ongoing proceedings, the Company cannot reasonably predict the outcomes, nor can it estimate the amount of loss or range of loss, if any, that may result. As a result, the Company has not recorded an accrual relating to these matters at this time, as losses are not considered probable or reasonably estimable at this stage of these lawsuits.

California City Facility Litigation. Effective April 1, 2025, CoreCivic entered into a letter agreement with ICE to begin activation efforts at the California City Facility. In August 2025, the California City Facility began receiving detainees. On September 29, 2025, CoreCivic announced that it entered into a new two-year contract with ICE effective September 1, 2025.

On November 12, 2025, a putative class action case was filed by seven ICE detainees against ICE, seeking injunctive relief related to operation of the California City Facility. The case was filed by attorneys affiliated with three non-governmental organizations. The Company moved to intervene to seek appeal of the class certification order. On February 6, 2026, the Northern District of California Court provisionally granted class certification, and ordered ICE to ensure access to medical care, disability accommodations, and recreation opportunities to detainees housed at the California City Facility. On March 30, 2026, the case was transferred to the Eastern District of California. As described in Note 3, on July 2, 2026, the Company sold the California City Facility to the United States of America and its assigns, by and through DHS, although the Company continues to manage the facility. As of September 30, 2026, the Company cared for 1,943 individuals at this facility.

U.S. Department of Justice Investigation

In August 2024, the state of Tennessee was notified by letter that the U.S. Department of Justice was commencing an investigation under the Civil Rights of Institutionalized Persons Act of conditions in the Company-owned and operated Trousdale Turner Correctional Center, which the Company manages on behalf of the Tennessee Department of Corrections. The Company is cooperating with the investigation.

INCOME TAXES

Income taxes are accounted for under the provisions of ASC 740, "Income Taxes". ASC 740 generally requires CoreCivic to record deferred income taxes for the tax effect of differences between book and tax bases of its assets and liabilities. Deferred income taxes reflect the available net operating losses and the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the consolidated statement of operations in the period that includes the enactment date.

Realization of the future tax benefits related to deferred tax assets is dependent on many factors, including CoreCivic's past earnings history, expected future earnings, the character and jurisdiction of such earnings, unsettled circumstances that, if unfavorably resolved, would adversely affect utilization of its deferred tax assets, carryback and carryforward periods, and tax strategies that could potentially enhance the likelihood of realization of a deferred tax asset. CoreCivic recorded an income tax expense of$505.3 million and$10.3 million for the three months ended September 30, 2026 and 2025, respectively. CoreCivic recorded an income tax expense of$530.1 million and$30.9 million for the nine months ended September 30, 2026 and 2025, respectively. The Company’s income tax rate in the nine months ended September 30, 2026 and 2025 varied from its statutory tax rate primarily due to higher income tax apportionment related to the four asset sales to the United States of America and its assigns, by and through DHS and a $1.2 million and $2.5 million tax benefit for stock-based compensation vesting recognized during the first nine months of 2026 and 2025, respectively.

Income Tax Contingencies

ASC 740 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The guidance prescribed in ASC 740 establishes a recognition threshold of more likely than not that a tax position will be sustained upon examination. The measurement attribute requires that a tax position be measured at the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement.

CoreCivic hadno liabilities recorded for uncertain tax positions as of September 30, 2026 and December 31, 2025. CoreCivic recognizes interest and penalties related to unrecognized tax positions in income tax expense. CoreCivic does not currently anticipate that the total amount of unrecognized tax positions will significantly change in the next twelve months.

SEGMENT REPORTING

The President and Chief Executive Officer of the Company is identified as the Chief Operating Decision Maker ("CODM"). As a result of the acquisition of CSP effective April 1, 2026 and to better reflect the Company's operational strategy, CoreCivic redefined its operating and reportable segments to align its financial reporting with the manner in which CoreCivic manages its businesses. CoreCivic's disclosed measure of segment operating results has been updated consistent with the revised manner in which the Company's CODM assesses the Company's financial performance and allocates resources. All prior-period segment data have been retrospectively adjusted. The CODM routinely reviews segment net operating income compared to budget and prior periods to assess performance and allocate resources within reportable segments.

As of September 30, 2026, CoreCivic operated 64 correctional, detention, and reentry facilities,56 of which the Company owned or controlled via a long-term lease. CoreCivic also offered complementary services to the corrections industry that included pharmaceutical, transportation, and case management services, and owned five properties held for lease to government agencies. All revenues are attributed to CoreCivic's operations and long-lived assets located in the U.S. Management views CoreCivic's operating results inthree operating segments, CoreCivic Residential, CoreCivic Services, and CoreCivic Properties, each of which is a reportable segment. CoreCivic Residential includes the operating results of those correctional, detention, and reentry facilities placed into service that were owned or controlled via a long-term lease and managed by CoreCivic, as well as those correctional, detention, and reentry facilities owned by a third party and managed by CoreCivic. CoreCivic Services includes the operating results of CSP, a subsidiary of the Company that provides mail order pharmacy services to over 600 correctional facilities, including correctional facilities owned or operated by CoreCivic, across 32 states. CoreCivic Services also includes the operating results of TransCor America, LLC, a subsidiary of the Company that provides transportation services to governmental agencies and CoreCivic, as well as the operating results of Recovery Monitoring Solutions, a subsidiary of the Company that provides electronic monitoring and case management services. CoreCivic Properties includes the operating results of those properties held for lease to government agencies. The operating performance of thethree segments can be measured based on their net operating income. CoreCivic defines net operating income as a reportable segment's revenue less operating expenses.

The revenue and net operating income for each of the three segments and a reconciliation to CoreCivic's income before income taxes is as follows for thethree and nine months ended September 30, 2026 and 2025 (in thousands):

(1) Salaries and benefits expense is the only significant reportable segment expense regularly reviewed by the CODM for the Residential segment and represents the majority of segment-level operating expenses given that substantial staff are required to operate the facilities and is the primary factor that drives operating expenses and profitability. Salaries and benefits expense and cost of goods sold are significant reportable segment expenses regularly reviewed by the CODM for the Services segment and are the primary factors driving operating expenses and profitability. Conversely, the Properties segment does not have a significant segment expense given the fact that those properties are operated by government agencies. The following table summarizes the significant segment expense, along with other segment operating expenses to reconcile to total segment operating expenses for both the Residential and Services segments, for the three and nine months ended September 30, 2026 and 2025 (in thousands):

(1) Other segment operating expenses for the reportable segment include, but are not limited to, utilities, property taxes, repairs and maintenance, food, medical, vocational and educational programming, personal care and other resident supplies.

(2)Other segment operating expenses for the reportable segment include, but are not limited to, transportation expenses, including fuel and repairs and maintenance, and other pharmaceutical expenses.

The following table summarizes capital expenditures including accrued amounts for thethree and nine months ended September 30, 2026 and 2025 (in thousands):

The total assets are as follows (in thousands):